**Exhibit 10.15**

 

**ExecutionVersion**

 

FIRST AMENDMENT

 

TO

 

THIRD AMENDED AND RESTATEDCREDIT AGREEMENT

 

Among

 

LINN ENERGY, LLC

as Borrower,

 

BNP PARIBAS,

as Administrative Agent,

 

and

 

The Lenders Signatory Hereto

 

Effective as of November 2,2007

 

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FIRST AMENDMENT TO THIRD AMENDED AND RESTATEDCREDIT AGREEMENT

 

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATEDCREDIT AGREEMENT (this “First Amendment”) executed effective asof November 2, 2007 (the “First Amendment Effective Date”) is amongLINN ENERGY, LLC, a limited liability company formed under the laws of theState of Delaware (the “Borrower”); each of the undersigned guarantors(the “Guarantors”, and together with the Borrower, the “Obligors”);each of the Lenders that is a signatory hereto; and BNP PARIBAS, asadministrative agent for the Lenders (in such capacity, together with itssuccessors, the “Administrative Agent”).

 

Recitals

 

A.            The Borrower, the Administrative Agent and the Lendersare parties to that certain Third Amended and Restated Credit Agreement datedas of August 31, 2007 (as amended, the “Credit Agreement”),pursuant to which the Lenders have made certain credit available to and onbehalf of the Borrower.

 

B.            The Borrower has requested and the Administrative Agentand the Lenders have agreed to amend certain provisions of the CreditAgreement.

 

C.            NOW, THEREFORE, in consideration of the premises and themutual covenants herein contained, for good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:

 

Section 1.               DefinedTerms.  Each capitalized term whichis defined in the Credit Agreement, but which is not defined in this FirstAmendment, shall have the meaning ascribed such term in the CreditAgreement.  Unless otherwise indicated,all section references in this First Amendment refer to the Credit Agreement.

 

Section 2.               Amendments to Credit Agreement.

 

2.1           Definitions. Section 1.02 is hereby amended by adding or amending and restatingthe following definitions:

 

“ ‘Agreement’ means thisThird Amended and Restated Credit Agreement, as amended by that certain FirstAmendment to Third Amended and Restated Credit Agreement, dated as of November 2,2007, and as the same may from time to time be further amended, modified,supplemented or restated.”

 

“ ‘Investment’ means, for anyPerson: (a) the acquisition (whether for cash, Property, services orsecurities or otherwise) of Equity Interests of any other Person or anyunfunded subscription agreement to make any such acquisition or fund capitalcalls (including, without limitation, any “short sale” or any sale of anysecurities at a time when such securities are not owned by the Person enteringinto such short sale, but excluding any unconsummated purchase and saleagreements to purchase all or substantially all the Equity Interests of Persons

 

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owning Oil and Gas Properties); (b) themaking of any deposit with, or advance, loan or capital contribution to,assumption of Debt of, purchase or other acquisition of any other Debt orequity participation or interest in, or other extension of credit to, any otherPerson (including the purchase of Property from another Person subject to anunderstanding or agreement, contingent or otherwise, to resell such Property tosuch Person, but excluding any such advance, loan or extension of credit havinga term not exceeding ninety (90) days representing the purchase price ofinventory or supplies sold by such Person in the ordinary course of business); (c) thepurchase or acquisition (in one or a series of transactions) of Property ofanother Person that constitutes a business unit or (d) the entering intoof any guarantee of, or other contingent obligation (including the deposit ofany Equity Interests to be sold) with respect to, Debt or other liability ofany other Person and (without duplication) any amount committed to be advanced,lent or extended to such Person.”

 

2.2               Section 9.05.  Section 9.05(g) is hereby amendedand restated in its entirety as follows:

 

“(g)         Investments (i) made by theBorrower in or to the Guarantors, (ii) made by any Subsidiary in or to theBorrower or any Guarantor, (iii) made by the Borrower or any Guarantor inany Person that owns Oil and Gas Properties which are overriding royalty,royalty interests or other similar non-cost bearing interests and which do notown other material Properties, provided, that after the consummation of suchInvestment (A) the Borrower and its Subsidiaries are in compliance withall covenants under this Agreement and (B) such Person promptly becomes aGuarantor or is promptly dissolved into a Guarantor or the Borrower and (iv) madeby the Borrower or any Guarantor in Subsidiaries that are not Guarantors,provided that the aggregate of all Investments made by the Borrower and theGuarantors in or to all Subsidiaries that are not Guarantors shall not exceed$10,000,000 at any time.

 

2.3           Section 9.18.  Section 9.18(a)(iii) is herebyamended and restated in its entirety as follows:

 

“(iii) the notionalvolumes for which do not exceed the current net monthly production (regardlessof projected production levels) at the time such Swap Agreement is executed,calculated separately for each of crude oil and natural gas, provided, that theforegoing shall not prevent the Borrower from entering into forward agreementsin respect of commodity Swap Agreements in respect of future projected volumesfrom Oil and Gas Properties subject to the Dominion Production Payment, so longas the notional volumes under such forward agreements do not exceed thereasonably anticipated net monthly production for all calculation periods undersuch forward agreements, calculated separately for each of crude oil andnatural gas.”

 

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Section 3.               Conditions Precedent.  The effectiveness of this First Amendment issubject to the receipt by the Administrative Agent of the following documentsand satisfaction of the other conditions provided in this Section 3, eachof which shall be reasonably satisfactory to the Administrative Agent in formand substance:

 

3.1           Paymentby the Borrower to the Administrative Agent of all fees and other amounts dueand payable on or prior to the First Amendment Effective Date, including, tothe extent invoiced, reimbursement or payment of all out-of-pocket expensesrequired to be reimbursed or paid by the Borrower.

 

3.2           TheAdministrative Agent shall have received multiple counterparts as requested ofthis First Amendment from the Majority Lenders.

 

3.3           TheAdministrative Agent shall have received such other documents as theAdministrative Agent or special counsel to the Administrative Agent mayreasonably request.

 

3.4           NoDefault or Event of Default shall have occurred and be continuing as of theFirst Amendment Effective Date.

 

Section 4.               Representations and Warranties; Etc.  Each Obligor hereby affirms:  (a) that as of the date of execution anddelivery of this First Amendment, all of the representations and warrantiescontained in each Loan Document to which such Obligor is a party are true andcorrect in all material respects as though made on and as of the FirstAmendment Effective Date (unless made as of a specific earlier date, in whichcase, was true as of such date); and (b) that after giving effect to thisFirst Amendment and to the transactions contemplated hereby, no Defaults existunder the Loan Documents or will exist under the Loan Documents.

 

Section 5.               Miscellaneous.

 

5.1           Confirmation.  The provisions of the Credit Agreement (asamended by this First Amendment) shall remain in full force and effect inaccordance with its terms following the effectiveness of this First Amendment.

 

5.2           Ratificationand Affirmation of Obligors.  Each ofthe Obligors hereby expressly (i) acknowledges the terms of this FirstAmendment, (ii) ratifies and affirms its obligations under the GuaranteeAgreement and the other Security Instruments to which it is a party, (iii) acknowledges,renews and extends its continued liability under the Guarantee Agreement and theother Security Instruments to which it is a party and agrees that its guaranteeunder the Guarantee Agreement and the other Security Instruments to which it isa party remains in full force and effect with respect to the Indebtedness asamended hereby.

 

5.3           Counterparts.  This First Amendment may be executed by oneor more of the parties hereto in any number of separate counterparts, and allof such counterparts taken together shall be deemed to constitute one and thesame instrument.

 

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5.4           No Oral Agreement.  THIS WRITTEN FIRST AMENDMENT, THE CREDITAGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH ANDTHEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BECONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORALAGREEMENTS OF THE PARTIES.  THERE ARE NOSUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

 

5.5           Governing Law.  THIS FIRST AMENDMENT (INCLUDING, BUT NOTLIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

 

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendmentto be duly executed effective as of the date first written above.

 
| **BORROWER**: | **LINN ENERGY, LLC** |
|---------------|----------------------|
| ** **    |
|          |
|          | By:                  |     /s/  Kolja Rockov |
|          |                 | Kolja  Rockov, Executive Vice President |
|          |                 | and Chief  Financial Officer |
|               |                      |  |  |

 
| **GUARANTORS:** | **LINN ENERGY HOLDINGS, LLC**           |
|-----------------|-----------------------------------------|
|            | **LINN OPERATING, INC.**                |
|            | **PENN WEST PIPELINE, LLC**             |
|            | **MID ATLANTIC WELL SERVICE, INC.**     |
|            | **MID-CONTINENT HOLDINGS I, LLC**       |
|            | **MID-CONTINENT HOLDINGS II, LLC**      |
|            | **MID-CONTINENT I, LLC**                |
|            | **MID-CONTINENT II, LLC**               |
|            | **LINN GAS MARKETING, LLC**             |
|            | **LINN EXPLORATION MIDCONTINENT,  LLC** |

 

 
|   | By:                                 |       /s/  Kolja Rockov |
|--------|-------------------------------------|-------------------------------------------------------|
|   | Kolja Rockov                        |
|   | Executive  Vice President and Chief |
|   | Financial  Officer                  |

 

FirstAmendment

 

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|   | **BNP PARIBAS**,  as Administrative Agent and a |
|--------|-------------------------------------------------|
|   | Lender                                          |
|   |                                            |
|   |                                            |
|   | By:                                             |           /s/  Doug Liftman |
|   | Name:                                           | Doug  Liftman |
|   | Title:                                          | Managing  Director |
|   |                                            |   |
|   |                                            |   |
|   | By:                                             |            /s/  Betsy Jocher |
|   | Name:                                           | Betsy  Jocher |
|   | Title:                                          | Director |

 

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| ** ** | **ROYAL BANK OF CANADA,**as  Syndication |
|------------|------------------------------------------|
|       | Agent  and a Lender                      |
|       |                                     |
|       | By:                                      |            /s/  Don J. McKinnerney |
|       | Name:                                    | Don  J. McKinnerney |
|       | Title:                                   | Authorized  Signatory |

 

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|   | **SOCIETE GENERALE,**as  a Co-Documentation |
|--------|---------------------------------------------|
|   | Agent  and a Lender                         |
|   |                                        |
|   |                                        |
|   | By:                                         |            /s/  Elena Robciuc |
|   | Name:                                       | Elena  Robciuc |
|   | Title:                                      | Director |

 

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|   | **COMERICA BANK,**as  a Lender |
|--------|--------------------------------|
|   | ** **                     |
|   |                           |
|   | By:                            |            /s/  Huma V. Manal |
|   | Name:                          | Huma  V. Manal |
|   | Title:                         | Vice  President |

 

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|   | **FORTIS CAPITAL CORP.,**as  a Lender |
|--------|---------------------------------------|
|   | ** **                            |
|   |                                  |
|   | By:                                   |            /s/  David Montgomery |
|   | Name:                                 | David  Montgomery |
|   | Title:                                | Director |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   |              /s/  Darrell Holley |
|   | Name:                                 | Darrell  Holley |
|   | Title:                                | Managing  Director |

 

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|   | **CITIBANK, NA,**as  a Co-Documentation Agent |
|--------|-----------------------------------------------|
|   | and  a Lender                                 |
|   |                                          |
|   |                                          |
|   | By:                                           |            /s/  Thomas Benavides |
|   | Name:                                         | Thomas  Benavides |
|   | Title:                                        | Vice  President |

 

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|   | **KEYBANK NATIONAL ASSOCIATION,**as a |
|--------|---------------------------------------|
|   | Lender                                |
|   |                                  |
|   |                                  |
|   | By:                                   |            /s/  Thomas Rajan |
|   | Name:                                 | Thomas  Rajan |
|   | Title:                                | Director |

 

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|   | **WACHOVIA BANK, N.A.**,  as a Lender |
|--------|---------------------------------------|
|   | ** **                            |
|   |                                  |
|   | By:                                   |            /s/  Leanne S. Phillips |
|   | Name:                                 | Leanne  S. Phillips |
|   | Title:                                | Director |

 

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|   | **BMO CAPITAL MARKETS FINANCING,**                  |
|--------|-----------------------------------------------------|
|   | **INC.**, as a  Co-Documentation Agent and a Lender |
|   | ** **                                          |
|   | ** **                                          |
|   | By:                                                 |            /s/  James V. Ducote |
|   | Name:                                               | James  V. Ducote |
|   | Title:                                              | Director |

 

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|   | **CREDIT SUISSE CAYMAN ISLANDS** |
|--------|----------------------------------|
|   | **BRANCH**, as a  Lender         |
|   | ** **                       |
|   | ** **                       |
|   | By:                              |             /s/  Vanessa Gomez |
|   | Name:                            | Vanessa  Gomez |
|   | Title:                           | Vice  President |
|   |                             |   |
|   |                             |   |
|   | By:                              |            /s/  Morenikeji Ajayi |
|   | Name:                            | Morenikeji  Ajayi |
|   | Title:                           | Associate |

 

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|   | **COMPASS  BANK**, as a Lender |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            | /s/ Dorothy Marchand |
|   | Name:                          | Dorothy  Marchand |
|   | Title:                         | Senior Vice  President |

 

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|   | **DnB NOR  BANK ASA**, as a Lender |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/ Thomas Tangen |
|   | Name:                              | Thomas Tangen |
|   | Title:                             | Vice  President |
|   |                               |
|   |                               |
|   | By:                                | /s/ Asa Jemseby Rodgers |
|   | Name:                              | Asa Jemseby  Rodgers |
|   | Title:                             | Vice  President |

 

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|   | **DZ BANK  AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT  AM MAIN, NEW YORK BRANCH**, as a Lender |
|--------|---------------------------------------------------------------------------------------------------------|
|   |                                                                                                    |   |
|   |                                                                                                    |   |
|   | By:                                                                                                     | /s/ Daria A. Plahle |
|   | Name:                                                                                                   | Daria A.  Plahle |
|   | Title:                                                                                                  | First Vice  President |
|   |                                                                                                    |   |
|   |                                                                                                    |   |
|   | By:                                                                                                     | /s/ Avery B. Snead |
|   | Name:                                                                                                   | Avery B.  Snead |
|   | Title:                                                                                                  | Assistant  Treasurer |

 

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|   | **GUARANTY  BANK, FSB**, as a Lender |
|--------|--------------------------------------|
|   |                                 |   |
|   |                                 |   |
|   | By:                                  | /s/ David M. Butler |
|   | Name:                                | David M.  Butler |
|   | Title:                               | Vice  President |

 

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|   | **LEHMAN  BROTHERS COMMERCIAL  BANK,**as a Lender |
|--------|---------------------------------------------------|
|   |                                              |   |
|   |                                              |   |
|   | By:                                               | /s/ Brian McNany |
|   | Name:                                             | Brian McNany |
|   | Title:                                            | Authorized  Signatory |

 

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|   | **JPMORGAN  CHASE BANK, N.A.**, as a Lender |
|--------|---------------------------------------------|
|   |                                        |   |
|   |                                        |   |
|   | By:                                         | /s/ Michael A. Kamauf |
|   | Name:                                       | Michael A.  Kamauf |
|   | Title:                                      | Vice  President |

 

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|   | **THE  ROYAL BANK OF SCOTLAND plc**, as a   Lender |
|--------|----------------------------------------------------|
|   |                                               |   |
|   |                                               |   |
|   | By:                                                | /s/ Lucy Walker |
|   | Name:                                              | Lucy Walker |
|   | Title:                                             | Vice  President |

 

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|   | **RZB  FINANCE LLC**, as a Lender |
|--------|-----------------------------------|
|   |                              |   |
|   |                              |   |
|   | By:                               | /s/ Shirley Ritch |
|   | Name:                             | Shirley Ritch |
|   | Title:                            | Assistant  Vice President |
|   |                              |   |
|   |                              |   |
|   | By:                               | /s/ Nicolas M. Moriatis |
|   | Name:                             | Nicolas M.  Moriatis |
|   | Title:                            | Group Vice  President |
|   |                              | Controller |

 

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|   | **UNION  BANK OF CALIFORNIA, N.A.**, as a  Lender |
|--------|---------------------------------------------------|
|   |                                              |   |
|   |                                              |   |
|   | By:                                               | /s/ Scott Gildea |
|   | Name:                                             | Scott Gildea |
|   | Title:                                            | Vice  President |

 

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|   | **U.S.  BANK NATIONAL ASSOCIATION**, as a  Lender |
|--------|---------------------------------------------------|
|   |                                              |   |
|   |                                              |   |
|   | By:                                               | /s/ Justin M. Alexander |
|   | Name:                                             | Justin M.  Alexander |
|   | Title:                                            | Vice  President |

 

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|   | **CALYON  NEW YORK BRANCH**, as a Lender |
|--------|------------------------------------------|
|   | ** **                               |
|   | ** **                               |
|   | By:                                      | /s/ Tom Byargeon |
|   | Name:                                    | Tom Byargeon |
|   | Title:                                   | Managing  Director |
|   | ** **                               | ** ** |
|   | ** **                               | ** ** |
|   | By:                                      | /s/ Sharada Manne |
|   | Name:                                    | Sharada  Manne |
|   | Title:                                   | Vice  President |

 

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|   | **THE BANK  OF NOVA SCOTIA**, as a Lender |
|--------|-------------------------------------------|
|   | ** **                                |
|   | ** **                                |
|   | By:                                       | /s/ Andrew Ostrov |
|   | Name:                                     | Andrew  Ostrov |
|   | Title:                                    | Director |

 

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|   | **DEUTSCHE  BANK TRUST COMPANY  AMERICAS**, as a Lender |
|--------|---------------------------------------------------------|
|   | ** **                                              |
|   | ** **                                              |
|   | By:                                                     | /s/  Dusan Lazarov |
|   | Name:                                                   | Dusan  Lazarov |
|   | Title:                                                  | Vice  President |
|   |                                                    |   |
|   |                                                    |   |
|   | By:                                                     | /s/  Carin Keegan |
|   | Name:                                                   | Carin Keegan |
|   | Title:                                                  | Vice  President |

 

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|   | **ALLIED  IRISH BANKS P.L.C.**, as a Lender |
|--------|---------------------------------------------|
|   | ** **                                  |
|   | ** **                                  |
|   | By:                                         | /s/  Mark Connelly |
|   | Name:                                       | Mark  Connelly |
|   | Title:                                      | Senior Vice  President |
|   |                                        |   |
|   |                                        |   |
|   | By:                                         | /s/  Edward M. Fenk |
|   | Name:                                       | Edward Fenk |
|   | Title:                                      | Vice President |

 

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|   | **WESTLB  AG, NEW YORK BRANCH**, as a   Lender |
|--------|------------------------------------------------|
|   | ** **                                     |
|   | ** **                                     |
|   | By:                                            | /s/  Duncan Robertson |
|   | Name:                                          | Duncan  Robertson |
|   | Title:                                         | Executive  Director |
|   |                                           |   |
|   |                                           |   |
|   | By:                                            | /s/  Paul Vastola |
|   | Name:                                          | Paul Vastola |
|   | Title:                                         | Director |

 

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|   | **SUNTRUST  BANK**, as a Lender |
|--------|---------------------------------|
|   | ** **                      |
|   |                            |   |
|   | By:                             | /s/  Sean Roche |
|   | Name:                           | Sean Roche |
|   | Title:                          | Vice  President |

 

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